DEF 14A of Innospec Inc.

Filed Mar 26, 2026 · FY20250001174947-26-000427

Open on EDGAR

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| TABLE OF CONTENTS | Page No. | | DIRECTOR COMPENSATION | 42 | | ▶Elements of Director Compensation | 42 | | ▶Director Stock Ownership Guidelines | 43 | | ▶Director Compensation For Fiscal 2025 | 43 | | WHO OWNS OUR STOCK? INFORMATION ABOUT OUR COMMON STOCK OWNERSHIP | 46 | | ▶Stock Ownership of Directors and Executive Officers as of February 15, 2026 | 46 | | ▶Principal Beneficial Owners as at Fiscal Year End 2025 | 47 | | ▶Delinquent Section 16(a) Reports | 47 | | ▶Equity Compensation Plans | 48 | | PROPOSAL 2: ADVISORY APPROVAL OF INNOSPEC’S EXECUTIVE COMPENSATION | 49 | | PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 50 | | ▶Principal Accountant Fees and Services | 50 | | ▶Audit Committee Pre-Approval Policies and Procedures | 51 | | AUDIT COMMITTEE REPORT | 52 | | INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 53 | | COMPENSATION DISCUSSION AND ANALYSIS | 55 | | ▶Executive Summary | 55 | | ▶Say-on-Pay | 58 | | ▶Elements of Pay | 59 | | ▶Other Pay Programs and Policies | 70 | | COMPENSATION COMMITTEE REPORT | 73 | | COMPENSATION TABLES | 74 | | OTHER MATTERS | 88 | | SOLICITATION AND EXPENSES OF SOLICITATION | 89 | | ANNUAL REPORT TO STOCKHOLDERS | 89 | | STOCKHOLDERS’ PROPOSALS FOR THE 2027 ANNUAL MEETING OF STOCKHOLDERS | 90 |
Identifying and Evaluating Nominees for Director
Identifying and Evaluating Nominees for Director The Nominating, Corporate Governance and Sustainability Committee uses a variety of methods for identifying and evaluating nominees for Director. The Nominating, Corporate Governance and Sustainability Committee considers each person’s judgment, experience, independence, understanding of our business or other related industries and such factors as the committee determines relevant in light of the needs of the Board and the Company. The Nominating, Corporate Governance and Sustainability Committee reviews the skills and attributes of Board members within the context of the current make-up of the full Board and regularly assesses the appropriate size of the Board and whether vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating, Corporate Governance and Sustainability Committee considers potential candidates for Director. Candidates may come to the attention of the Nominating, Corporate Governance and Sustainability Committee through current Board members, stockholders or other persons. The Board considers diversity in the nominating process, along with other criteria, for potential Director candidates and specifically requests that females and minority candidates are included in every Director search pool. The recruitment specification for new Directors concentrates on candidates who are seasoned executive officers, with significant relevant experience, both at board level and within relevant industries. The Director candidates are evaluated at regular or special meetings of the Nominating, Corporate Governance and Sustainability Committee and may be considered at any time during the year. The nominees for election at this year’s Annual Meeting of Stockholders were approved for nomination by the Board upon the recommendation of the Nominating, Corporate Governance and Sustainability Committee.
Identifying and Evaluating Nominees for Director
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Identifying and Evaluating Nominees for Director
Our Director recruitment process is as follows:
Identifying and Evaluating Nominees for Director
| Board and Nominating, Corporate Governance and Sustainability Committee determine desired criteria and experience of Director candidates. | | | | Director candidates identified by independent search firm, Board members, officers, employees or stockholders. | | | | Nominating, Corporate Governance and Sustainability Committee evaluates Director candidates against selection criteria, individual characteristics, skills, diversity and qualifications and checks for possible conflicts and independence. | | | | Director candidates are interviewed by members of the Nominating, Corporate Governance and Sustainability Committee, Chairman of the Board and may also meet with the CEO and CFO. | | | | Nominating, Corporate Governance and Sustainability Committee recommends suitable Director candidates to the Board. | | | | Board votes to appoint Director candidates based on an assessment of their qualifications and potential contributions to the Board. | | | | Stockholders vote on the election of the Director nominees at the Annual Meeting of Stockholders. |
Identifying and Evaluating Nominees for Director
The policy of the Nominating, Corporate Governance and Sustainability Committee is to consider properly submitted stockholder nominations for election to the Board. For any candidate to be considered by the Nominating, Corporate Governance and Sustainability Committee, and if nominated, included in the Proxy Statement, such recommendation should be received no later than the deadline for submission of stockholder proposals. See “Stockholders’ Proposals for the 2027 Annual Meeting of Stockholders”. Recommendations should be sent to the Corporate Secretary and should specify the nominee’s name, qualification for Board membership and any other information required by the Company’s Bylaws. All properly submitted stockholder nominations for Director candidates received by the Corporate Secretary will be submitted to the Nominating, Corporate Governance and Sustainability Committee for review and consideration. The Nominating, Corporate Governance and Sustainability Committee will consider stockholder recommendations for Director candidates, but the Nominating, Corporate Governance and Sustainability Committee has no obligation to recommend such candidates. Assuming appropriate biographical and background information (including qualifications) is provided for Director candidates recommended by stockholders, the Nominating, Corporate Governance and Sustainability Committee will use the same process to evaluate Director nominees recommended by stockholders as it does to evaluate nominees identified by other sources.
Identifying and Evaluating Nominees for Director
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PROPOSAL 1 – ELECTION OF TWO CLASS I DIRECTORS
PROPOSAL 1 – ELECTION OF TWO CLASS I DIRECTORS The first proposal to be voted on at the meeting is the election of two Class I Directors. The directors elected at this meeting will serve until the 2029 Annual Meeting of Stockholders. The Board has nominated Elizabeth K. Arnold and Claudia P. Poccia, current Class I Directors, whose terms expire at the upcoming Annual Meeting of Stockholders, for election to the Board.
PROPOSAL 1 – ELECTION OF TWO CLASS I DIRECTORS
| The Bylaws of the Company provide that the number of directors shall be not less than three nor more than twelve members, the exact number of which shall be determined from time to time by resolution adopted by the Board, and that the Board shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of Directors constituting the entire Board. | The Board recommends that you vote “FOR” each Director nominee. |
PROPOSAL 1 – ELECTION OF TWO CLASS I DIRECTORS
The below chart includes this year’s nominees included in Proposal 1, along with their age, tenure, principal occupation and committee membership:
PROPOSAL 1 – ELECTION OF TWO CLASS I DIRECTORS
| | Age | Independent | Director Since | Board Committee(s) | Principal Occupation | Other Public Board Position(s) | | Elizabeth K. Arnold | 61 | ✔ | 2020 | Audit Committee Nominating, Corporate Governance and Sustainability Committee | Retired | FreightCar America Inc. – NED, Audit Committee Chair and member of Nominating and Governance and Compensation Committee | | Claudia P. Poccia | 66 | ✔ | 2019 | Nominating, Corporate Governance and Sustainability Committee (Chair), Compensation Committee | CEO | None |
PROPOSAL 1 – ELECTION OF TWO CLASS I DIRECTORS
If a nominee becomes unable or unwilling to accept nomination or election, the Board will either select a substitute nominee or reduce the size of the Board. If you have submitted a proxy and a substitute nominee is selected, your shares will be voted for the election of the substitute nominee. The Board has no reason to believe that any nominee would be unable or unwilling to serve if elected. According to the Bylaws and Corporate Governance Guidelines, the Nominating, Corporate Governance and Sustainability Committee recommended to the Board that the Board submit the Class I Directors to the vote of stockholders. The above-named nominees will be elected to the Board on a plurality of the votes of the shares present or represented by proxy at the meeting and entitled to vote.
PROPOSAL 1 – ELECTION OF TWO CLASS I DIRECTORS
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Director Biographies
Director Biographies The following is biographical and other information about our current Directors, including the nominees for election at the Annual Meeting.
Class I Directors
Class I Directors
Class I Directors
| | Ms. Claudia P. Poccia Age: 66 Director since July 1, 2019 Committees: Nominating, Corporate Governance and Sustainability Committee (Chair), Compensation Committee |
Class I Directors
Ms. Poccia serves as Chief Executive Officer of Grace De Monaco, a wholly owned subsidiary of The Princess Grace Foundation-USA. Grace De Monaco is a global luxury brand, the net proceeds of which support emerging artists in theater, dance, and film through the Princess Grace Awards program. Ms. Poccia continues to serve on the Board of Trustees of The Princess Grace Foundation-USA. Since 2018, Ms. Poccia has served as Co-Founder and Chief Executive Officer of Dragonfly Sage, a strategic consultancy advising luxury lifestyle and beauty brands. She has more than 30 years of experience in the global beauty industry. Ms. Poccia also co-founded IdeavationLabs LLC, a beauty incubation platform, where she served as Chief Executive Officer from 2020 to 2021. Previously, Ms. Poccia served as Chief Marketing Officer and Head of International Business Development for bareMinerals at Shiseido Americas Company. Prior to that, she was President and Chief Executive Officer of Gurwitch Products from 2011 to 2015. From 2009 to 2011, Ms. Poccia served as Global President, Beauty, at Avon Products Inc., having joined the company in 2005 as President of the U.S. beauty business. From 1994 to 2005, Ms. Poccia held several senior executive roles at The Estée Lauder Companies Inc., including President of Stila Cosmetics and Vice President of Business Development for the Estée Lauder brand. Earlier in her career, she spent seven years at Avon Products Inc. in various sales leadership roles. Since May 2019, she has been a board member of Fashion Group International, a nonprofit organization focused on the fashion industry. Ms. Poccia has received industry recognition for her leadership, including being named one of Beauty Inc.’s Top 50 Most Influential People in Beauty. She has also received the Cosmetic Executive Women Achiever Award and the Women’s Wear Daily Beauty Biz Award for Innovative Marketer. Key Attributes, Experience and Skills:
Class I Directors
| | | | | | | | | | | Senior Leadership Experience | Public Company Board Experience | Chemical Industry Experience | Corporate Governance Experience | Manufacturing/ Operations Experience | Human Capital Management Experience | M&A Experience | Global Experience | Regulatory/ Legal/ Compliance Experience |
Class I Directors
Ms. Poccia has an in-depth knowledge of the international personal care industry, particularly the beauty sector and has held several senior positions during her career. She brings industry knowledge and marketing expertise to the Company. For additional detail see our Board Skills Matrix on page 34.
Class I Directors
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Class I Directors
| | Ms. Elizabeth K. Arnold Age: 61 Director since November 2, 2020 Committees: Audit Committee, Nominating, Corporate Governance and Sustainability Committee |
Class I Directors
Ms. Arnold has served as an independent Director of FreightCar America, Inc., a railroad freight car manufacturer and parts supplier, since 2019, serves as its audit committee chairperson and serves on the nominating and corporate governance committee and compensation committee. From October 2014 to 2019, Ms. Arnold served as the Senior Vice President, Chief Financial Officer and Treasurer of Houghton International, a specialty chemical company with international operations where she also had responsibility for the information technology department. From October 2012 to April 2014, Ms. Arnold served as the Chief Financial Officer of Physiotherapy Associates where she also had responsibility for the information technology department. Prior to that, Ms. Arnold served as the Chief Financial Officer of Tyco Flow Control from April 2010 to September 2012, having previously served as the Vice President, Corporate Financial Planning & Analysis at Tyco International. Earlier in her career, Ms. Arnold served in numerous roles, including executive leadership positions, for GE, a global high-tech industrial company with products and services ranging from aircraft engines, power generation and oil and gas production to medical imaging. Key Attributes, Experience and Skills:
Class I Directors
| | | | | | | | | | | | | Senior Leadership Experience | Financial Literacy | Public Company Board Experience | Chemical Industry Experience | Corporate Governance Experience | Manufacturing/ Operations Experience | Human Capital Management Experience | M&A Experience | Global Experience | Regulatory/ Legal/ Compliance Experience | Information Security Experience |
Class I Directors
Ms. Arnold has an in-depth knowledge of the chemical industry and has held several senior management positions during her career. She brings industry knowledge and financial expertise and experience in information technology, including cyber security, to the Company. For additional detail, see our Board Skills Matrix on page 34.
Class II Directors
Class II Directors
Class II Directors
| | Mr. Milton C. Blackmore Age: 78 Director since June 1, 2010, Chairman of the Board Committees: Compensation Committee, Audit Committee |
Class II Directors
Mr. Blackmore serves as Non-Executive Chairman of the Company. Mr. Blackmore was most recently the Senior Vice President, Marketing and Product Supply for Sinclair Oil Corporation, one of the largest independent oil companies in the U.S. Sinclair recently merged with Holly Frontier of Dallas, TX, which is now known as HF Sinclair Corporation. Mr. Blackmore served on its board of directors until his retirement in 2009, having previously held a number of senior marketing roles within that company. He was also Chairman of Sinclair Marketing Inc., which is Sinclair Oil Corporation’s convenience store business. Before joining Sinclair in 1995, Mr. Blackmore was with Kerr- McGee Refining Corporation for twenty-six years, progressing through a variety of accounting, marketing and general management positions, ultimately serving as General Manager, Branded Marketing for three years. Mr. Blackmore has a Bachelor of Science degree in Business Administration from Panhandle State University in Oklahoma.
Class II Directors
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Class II Directors
| | | | | | | | | | | Senior Leadership Experience | Financial Literacy | Chemical Industry Experience | Corporate Governance Experience | Manufacturing/ Operations Experience | Human Capital Management Experience | M&A Experience | Global Experience | Regulatory/ Legal/ Compliance Experience |
Class II Directors
Mr. Blackmore has an in-depth knowledge of the chemical industry, particularly the oil sector and has held several senior positions during his career. He brings industry knowledge, financial and marketing expertise to the Company. For additional detail, see our Board Skills Matrix on page 34.
Class II Directors
| | Mr. Leslie J. Parrette Age: 64 Director since January 1, 2022 Committees: Compensation Committee, Nominating, Corporate Governance and Sustainability Committee |
Class II Directors
Mr. Parrette is currently the President of One Page Thinking, a data visualization company he founded in 2003. For more than 20 years, he has served as General Counsel and Chief Compliance Officer for several public companies in domestic and international markets across a variety of industries, including energy trading, electric and gas utilities, natural gas pipelines, aluminum manufacturing, and electrical product distribution. In 2005, he joined Novelis Inc., a subsidiary of Hindalco Industries Ltd., an aluminum rolling and recycling company serving as Senior Vice President, General Counsel, Compliance Officer, and Corporate Secretary until 2020. Prior to this, in 2000, Mr. Parrette joined Aquila, Inc., an international electricity and natural gas utility company, as Senior Vice President, General Counsel, and Secretary. In 1992, he joined Blackwell Sanders, LLP as a Senior Partner and Chair of the law firm’s International Committee. He is a member of the Nominating, Corporate Governance and Sustainability Committee and the Compensation Committee. Mr. Parrette has a Bachelor of Arts degree in Sociology from Harvard College and a J.D. degree from Harvard Law School. Key Attributes, Experience and Skills:
Class II Directors
| | | | | | | | | Senior Leadership Experience | Corporate Governance Experience | Human Capital Management Experience | M&A Experience | Global Experience | Regulatory/ Legal/ Compliance Experience | Information Security Experience |
Class II Directors
Mr. Parrette brings significant legal, compliance and governance expertise to the Board, which is invaluable in a heavily regulated industry in which the Company operates. For additional detail, see our Board Skills Matrix on page 34
Class II Directors
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Class III Directors
Class III Directors
Class III Directors
| | Mr. David F. Landless Age: 66 Director since January 1, 2016 Committees: Audit Committee (Chair), Nominating, Corporate Governance and Sustainability Committee |
Class III Directors
Mr. Landless was the Group Finance Director for Bodycote plc, a U.K. listed company, which provides thermal processing services globally for a wide range of industries including aerospace, automotive, oil and gas and construction, for over 17 years until December 2016. From March 2013 to June 2022, he was a Non- Executive Director for Luxfer Holdings plc; a NYSE listed global materials technology company, and was their Audit Committee Chair until May 2019, when he was appointed Chairman of the Board, which role he relinquished in March 2022. In January 2017, he was appointed a Non-Executive Director of Renold plc, a U.K. listed global manufacturer of specialist industrial chain and machinery transmissions and also was a member of and chaired their Audit Committee until August 2021, from which date he became Chairman of the Board. He retired from the Board of Renold plc on its sale and delisting in October 2025. He is also a Non-Executive Director of Ausurus Group Ltd the holding company of European Metal Recycling (EMR), a large private scrap metal recycling company and was appointed to this role in June 2017. Mr. Landless’s early career includes fourteen years with Courtaulds plc, where he held a number of finance roles, ultimately serving as the Finance Director of Courtaulds Coatings (Holdings) Limited from 1997 to 1999. Mr. Landless is a Chartered Management Accountant and has a Bachelor of Science degree in Management Sciences from the University of Manchester Institute of Science and Technology in the U.K. Key Attributes, Experience and Skills:
Class III Directors
| | | | | | | | | | | | Senior Leadership Experience | Financial Literacy | Public Company Board Experience | Chemical Industry Experience | Corporate Governance Experience | Manufacturing/ Operations Experience | M&A Experience | Global Experience | Regulatory/ Legal/ Compliance Experience | Information Security Experience |
Class III Directors
Mr. Landless brings significant financial expertise and knowledge of financial reporting with his wealth of experience as a Finance Director and as a Non-Executive Director during his career to date. Mr. Landless also has substantial international experience in the chemicals, paint and engineering sectors.
Class III Directors
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Class III Directors
| | Mr. Lawrence J. Padfield Age: 70 Director since December 1, 2012 Committees: Compensation Committee (Chair) |
Class III Directors
Mr. Padfield was a principal and Executive Vice President of Blackline Partners LLC, a closely held private equity and midstream logistics and terminal development company, where he served from 2014 to 2019. He continues to hold the position as the Board Chairman of CAP Technologies, a private U.S. company that has developed and markets a ground-breaking technology for cleaning and coating wire, rebar and plate steel, a position he has held since 2018. In June 2025 Mr. Padfield was appointed Board Chairman of Envirovalve Group Inc., a private U.S.-based company that produces and sells an innovative, patented family of pressure relief valves. Prior to forming Blackline Partners, Mr. Padfield was a founding partner and Vice President of U.S. Development Group LLC, an industry leading biofuel and crude oil terminal development company. Mr. Padfield’s early career includes eighteen years at Shell Oil Company where he held a number of roles in marketing, engineering and product supply, ultimately serving as the Business Development and Acquisitions Manager for their terminal and pipeline business. Mr. Padfield has a degree in Civil Engineering from the University of Missouri. Key Attributes, Experience and Skills:
Class III Directors
| | | | | | | | | | | Senior Leadership Experience | Financial Literacy | Public Company Board Experience | Chemical Industry Experience | Corporate Governance Experience | Manufacturing/ Operations Experience | Human Capital Management Experience | M&A Experience | Regulatory/ Legal/ Compliance Experience |
Class III Directors
Mr. Padfield has almost thirty years’ experience in the oil and gas logistics industry, commercial marketing and business development, and his wealth of knowledge in this sector is a valuable resource to the Company.
Class III Directors
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Class III Directors
| | Mr. Patrick S. Williams Age: 61 Director since May 11, 2009 Committees: None |
Class III Directors
Mr. Williams has served as President and Chief Executive Officer of the Company since his appointment to this position on April 2, 2009 and as a Director of the Company since May 11, 2009. Prior to holding this position, Mr. Williams was Executive Vice President and President, Fuel Specialties of the Company from 2005 to 2009 and in addition assumed responsibility for the global Performance Chemicals business in 2008. He held a number of senior management and sales leadership positions in Innospec Fuel Specialties LLC, including acting as the Chief Executive Officer of this business from 2004 to 2009. Before joining the predecessor company of Innospec Fuel Specialties LLC, Starreon Corporation, in 1993, Mr. Williams established a number of businesses and currently holds equity positions in an exploration/oil company and general investment companies and a real estate business. Since February 2020, Mr. Williams has served as a Non-Executive Director of AdvanSix Inc., and as a member of its Compensation and Leadership Development Committee and Chair of the Nominating and Corporate Governance Committee. Key Attributes, Experience and Skills:
Class III Directors
| | | | | | | | | | | Senior Leadership Experience | Public Company Board Experience | Chemical Industry Experience | Corporate Governance Experience | Manufacturing/ Operations Experience | Human Capital Management Experience | M&A Experience | Global Experience | Regulatory/ Legal/ Compliance Experience |
Class III Directors
As the only management representative on the Board, Mr. Williams provides an insider’s perspective in Board discussions about the business and strategic direction of the Company. Mr. Williams has particular experience in the Fuel Specialties, Performance Chemicals and Oilfield Specialties businesses, and brings a wealth of knowledge to the Company.
Class III Directors
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DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Elements of Director Compensation: In 2025, the non-employee director’s compensation was generally a flat annual fee based on the following arrangement: Annual Retainer: •An annual retainer of $200,000, paid quarterly, to the Chairman of the Board. •An annual retainer of $100,000, paid quarterly, for all other NEDs. Additional Annual Retainers for Board Committee duties as follows: •An additional annual retainer of $16,000, paid quarterly, for the Chair of the Compensation Committee. •An additional annual retainer of $23,000, paid quarterly, for the Chair of the Audit Committee. •An additional annual retainer of $14,000, paid quarterly, for the Chair of the Nominating, Corporate Governance and Sustainability Committee. •An additional annual retainer of $5,000, paid quarterly, to the members of the Audit Committee. •No additional daily fees for attendance at Board or Committee meetings or calls, except as provided below. In addition to the compensation arrangements described above: •NEDs may receive an additional daily fee of $2,000 for additional days provided at the specific request of the CEO. •Each NED is entitled to reimbursement for any reasonable out-of-pocket expenses incurred in connection with travel to and from, and attendance at, meetings of the Board or its Committees and related activities. Annual Equity grant: •Each NED also receives an annual grant of equity under the Innospec Inc. Long-Term Incentive Omnibus Plan (the “Omnibus Plan”) in February of each year, equal to $125,000, based on the closing stock price for Company stock on the date prior to grant. In February 2025, such awards were equity awards in the form of restricted stock units granted at zero cost. Restricted stock units vest after three years. •The value of the restricted stock units for the Directors included in the “Director Compensation” table, under the column headed “Stock Awards”; the table discloses the grant date fair value of full value awards made under the Omnibus Plan. The value of the restricted stock units is determined using the number of stock awarded and the grant date fair value for each stock awarded is calculated using the Black-Scholes model, with reference to the underlying stock price, volatility of the Company’s stock price, risk free rate and expected dividend yield. For full value awards with additional characteristics, such as vesting criteria linked to stock market indices or stock price performance, a Monte Carlo simulation is used to model the range of potential outcomes. For further information on the assumptions underlying these grant date fair values refer to Note 18 of the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
DIRECTOR COMPENSATION
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DIRECTOR COMPENSATION FOR FISCAL 2025
DIRECTOR COMPENSATION FOR FISCAL 2025
DIRECTOR COMPENSATION FOR FISCAL 2025
| Name | Fees Earned or Paid in Cash $ | Stock Awards $ | Total $ | | Ms. Elizabeth K. Arnold | 105,000 | 118,119 | 223,119 | | Mr. Milton C. Blackmore | 205,000 | 118,119 | 323,119 | | Mr. David F. Landless | 123,000 | 118,119 | 241,119 | | Mr. Lawrence J. Padfield | 116,000 | 118,119 | 234,119 | | Mr. Leslie J. Parrette | 100,000 | 118,119 | 218,119 | | Ms. Claudia P. Poccia | 114,000 | 118,119 | 232,119 |
DIRECTOR COMPENSATION FOR FISCAL 2025
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DIRECTOR COMPENSATION FOR FISCAL 2025
The number of unexercised options and unvested full value equity awards outstanding as of December 31, 2025 for each NED is detailed in the table below:
DIRECTOR COMPENSATION FOR FISCAL 2025
| Name | Number of Options | Number of Stock Awards | Option Exercise Price $ | Date of Grant | | Ms. Elizabeth K. Arnold | | 1,209 | 0.00 | 02.24.25 | | | | 782 | 0.00 | 02.26.24 | | | 297 | | 109.42 | 02.27.23 | | | | 594 | 0.00 | 02.27.23 | | | 326 | | 99.68 | 02.21.22 | | | 300 | | 99.97 | 05.06.21 | | Mr. Milton C. Blackmore | | 1,209 | 0.00 | 02.24.25 | | | | 782 | 0.00 | 02.26.24 | | | 297 | | 109.42 | 02.27.23 | | | | 594 | 0.00 | 02.27.23 | | | 326 | | 99.68 | 02.21.22 | | | 300 | | 99.85 | 02.22.21 | | | 313 | | 95.70 | 02.24.20 | | | 370 | | 81.07 | 02.25.19 | | | 880 | | 68.20 | 02.20.18 | | | 850 | | 70.60 | 02.21.17 | | | 1,030 | | 44.18 | 02.22.16 | | Mr. David F. Landless | | 1,209 | 0.00 | 02.24.25 | | | | 782 | 0.00 | 02.26.24 | | | 297 | | 109.42 | 02.27.23 | | | | 594 | 0.00 | 02.27.23 | | | 326 | | 99.68 | 02.21.22 | | | | 652 | 0.00 | 02.21.22 | | | 300 | | 99.85 | 02.22.21 | | | 313 | | 95.70 | 02.24.20 | | | 370 | | 81.07 | 02.25.19 | | Mr. Lawrence J. Padfield | | 782 | 0.00 | 02.26.24 | | | 297 | | 109.42 | 02.27.23 | | | | 594 | 0.00 | 02.27.23 | | | 326 | | 99.68 | 02.21.22 | | | | 652 | 0.00 | 02.21.22 | | | 300 | | 99.85 | 02.22.21 | | | 313 | | 95.70 | 02.24.20 | | | 370 | | 81.07 | 02.25.19 | | | 880 | | 68.20 | 02.20.18 | | | 850 | | 70.60 | 02.21.17 | | | 1,030 | | 44.18 | 02.22.16 | | | 1,035 | | 43.95 | 02.23.15 |
DIRECTOR COMPENSATION FOR FISCAL 2025
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DIRECTOR COMPENSATION FOR FISCAL 2025
| Name | Number of Options | Number of Stock Awards | Option Exercise Price $ | Date of Grant | | Mr. Leslie J. Parrette | | 1,209 | 0.00 | 02.24.25 | | | | 782 | 0.00 | 02.26.24 | | | 297 | | 109.42 | 02.27.23 | | | | 594 | 0.00 | 02.27.23 | | | 325 | | 99.94 | 05.06.22 | | Ms. Claudia P. Poccia | | 1,209 | 0.00 | 02.24.25 | | | | 782 | 0.00 | 02.26.24 | | | 297 | | 109.42 | 02.27.23 | | | | 594 | 0.00 | 02.27.23 | | | 326 | | 99.68 | 02.21.22 | | | | 652 | 0.00 | 02.21.22 | | | 300 | | 99.85 | 02.22.21 |
DIRECTOR COMPENSATION FOR FISCAL 2025
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Basic Compensation Practices
| What We Do | | | ✔Pay for performance | ✔Target executive pay around relevant market data, while also considering tenure, experience, and other factors | | ✔Emphasize long-term performance | ✔Maintain minimum stock ownership guidelines | | ✔Design compensation package with mix of operational and market-based metrics | ✔Engage independent advisors for Compensation Committee | | ✔Clawback policy adopted by the Company as required by the Dodd-Frank Act and Nasdaq listing standards | |
Compensation Elements and Performance Metrics
Compensation Elements and Performance Metrics The Compensation Committee seeks to achieve an appropriate balance between fixed and variable compensation elements to link a significant proportion of compensation to performance. The elements are designed to provide incentive for our NEOs to achieve goals that are important to the Company’s success. No element of compensation is driven exclusively by tax, accounting or regulatory considerations. Further information on each of the key components of compensation is given in the Elements of Pay section below.
Compensation Elements and Performance Metrics
| Compensation Element | Performance Metrics for Grants in 2025 | Rationale | | Base Salary | | Fixed component of pay based on specific position Salary ranges determined by job responsibilities and performance, and reference to Comparator Group data |
Compensation Elements and Performance Metrics
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Compensation Elements and Performance Metrics
| Compensation Element | Performance Metrics for Grants in 2025 | Rationale | | Management Incentive Compensation Plan (MICP - annual cash incentive) | •80% Corporate/Business performance (Operating Income, Cash Flow) •20% Performance against personal objectives | Rewards operational performance and profitability Rewards achievement of personal objectives relative to current economic and business challenges | | Time-based restricted stock units (“RSUs”) weighted at 30% of the targeted annual equity grant value | | Increases retentive power and overall competitiveness of the Company’s long-term incentive program | | Performance-based restricted stock units (“PSUs”) granted in stock- and cash-settled awards weighted at 70% of the targeted annual equity grant value | •40% Relative Total Shareholder Return (“TSR”) performance vs Comparator Group •20% Revenue growth •40% Earnings per share growth | Full vesting requires delivery of long-term financial and relative TSR performance |
Role of the Compensation Committee
Role of the Compensation Committee The Compensation Committee of the Board oversees the Company’s compensation programs and practices for NEOs and other key Executive Officers and Directors. The Compensation Committee reviews and recommends to the full Board approval of compensation for our NEOs, including salary, incentive programs, stock-based awards and compensation, retirement plans, perquisites and supplemental benefits, employment agreements, severance arrangements, change in control arrangements and other executive compensation matters. The Compensation Committee reviews and recommends to the full Board approval of the compensation structure for our Directors at least biennially, including retainers, fees, stock-based awards and other compensation. This review is discussed under the “Director Compensation” section of this Proxy Statement. The processes and procedures for the Compensation Committee oversight of compensation programs are discussed in the “Corporate Governance” section of this Proxy Statement.
Role of the Compensation Consultant
Role of the Compensation Consultant In 2025, advice to the Compensation Committee was provided by Exequity, an independent executive compensation consultancy. Exequity was retained by the Compensation Committee and has met with the Compensation Committee at least once and provided advice at other times during the year, as the Compensation Committee deemed appropriate. Exequity’s services to the Compensation Committee included, among other things, providing perspective on market trends, analyses of market compensation levels and designs, and confirmation of peer group composition. Any other work undertaken by the compensation consultant for the Company must be approved by the Compensation Committee. The Compensation Committee has assessed the independence of Exequity and has determined that the firm does not have any conflict of interest with respect to the Company.
Competitive Market
Competitive Market The Compensation Committee reviews competitive market data from two sources, a Chemical Industry Comparator Group (“Comparator Group”) and a survey provided by Willis Towers Watson, as prepared by the Compensation Committee’s independent compensation consultant. The Comparator Group is the primary source of competitive market data used by the Compensation Committee when reviewing the compensation of the CEO and CFO and a secondary reference for other NEOs. The Comparator Group is reviewed at least biannually by the Compensation Committee. The companies included in the Comparator Group were selected by the Compensation Committee based on several factors, including industry, revenues, and market capitalization. The Comparator Group for 2025 consists of the following 16 companies:
Competitive Market
| •AdvanSix Inc. •Avient Corporation •H.B. Fuller Company •Minerals Technologies Inc. •Quaker Chemical Corporation •Stepan Company | •Balchem Corporation •Ingevity Corporation •NewMarket Corporation •Rayonier Advanced Materials •Element Solutions Inc | •Ashland Inc. •Cabot Corporation •Koppers Holding Inc. •Orion Engineered Carbons S.A. •Sensient Technologies Corporation |
Competitive Market
As a secondary reference for the CEO and CFO and a primary reference for other NEOs, the Compensation Committee reviews Willis Towers Watson survey data for companies with revenues of $1 to $3 billion in revenue. These are standard Willis Towers Watson data sets and were not customized prior to use. References to market data in this CD&A, unless otherwise noted, are to these foregoing sources.
Annual Incentives
Annual Incentives The Company’s Management Incentive Compensation Plan (“MICP”) is a short-term incentive plan, which provides cash payments based on achievement against pre-determined financial goals approved by the Compensation Committee each year. Targets are set for corporate performance and business unit performance (where appropriate) and for personal performance against pre-determined objectives. All payments under the MICP related to the financial performance element are subject to an overall Corporate Operating Income performance threshold. If this threshold is not achieved, no payment relative to the financial performance element is made to any individual, regardless of business unit performance. For grants made for the 2024 year, all payments under the MICP related to the financial performance element were subject to an overall Corporate Operating Income performance threshold of 90%.
Change for 2025
Change for 2025 In 2025, the Compensation Committee conducted a review of the Company’s MICP program in coordination with Exequity. The Compensation Committee noted that, according to market practice, the financial performance threshold is normally lower than 90%. Therefore, the Compensation Committee approved lowering the threshold to 80% for the grants made for the 2025 year. Therefore, all payments under the MICP for 2025 related to the financial performance element are subject to an overall Corporate Operating Income performance threshold of 80% of the agreed target for the year; if this target is not achieved, no payments related to this element under the MICP are made to any individual, regardless of business unit performance. Further, where an individual’s payment under the MICP includes a financial measure for a business unit, the business unit must also achieve a minimum of 80% of the operating income target or the individual will not receive any MICP bonus for that year related to the financial performance element, irrespective of overall corporate performance.
Change for 2025
| Financial Performance Measure | Target Set for Annual MICP Bonus Purposes | Actual Achieved for MICP Bonus Purposes | Achievement as % of Target | % of Target MICP Bonus Achieved | | Corporate Operating Income (before nonrecurring items) | $174.868 million | $151.813 million | 87% | 67.5% | | Corporate Free Cash Flow (before nonrecurring items) | $74.068 million | $64.516 million | 87% | 67.5% |
Change for 2025
| NEO | Target MICP Bonus as a Percentage of Salary | Personal Performance Score | MICP Incentive Award | | Mr. Patrick S. Williams President and Chief Executive Officer | 120% | 46 | $1,365,336 | | Mr. Ian P. Cleminson Executive Vice President and Chief Financial Officer | 60% | 46 | $287,512 | | Dr. Ian M. McRobbie Senior Vice President and Chief Technology Officer | 60% | 46 | $178,049 | | Mr. Corbin Barnes Senior Vice President, Corporate Development & Investor Relations | 60% | 46 | $177,524 | | Mr. David B. Jones Senior Vice President, General Counsel, Chief Compliance Officer | 60% | 46 | $214,220 |
Change for 2025
| Mr. Patrick S. Williams Personal Performance Goals and Objectives | Actual Performance vs Personal Goals and Objectives | | Continue to lead the Company in the implementation of the growth strategy to drive top line growth | •Drove strong performance in Fuel Specialties, delivering higher sales, improved margins, and increased operating income despite broader market challenges. •Advanced long-term growth initiatives through major technology investments, including the Drag Reducer Agent (DRA) plant expansion, AI-enabled compound database, and predictive customer applications. •Pursued strategic development opportunities and monitoring of transformational M&A options to strengthen the portfolio. | | Lead the focus on recruitment, identification and development of high potential employees to ensure we have the talent and resource needed for the future growth of the Company | •Strengthened succession planning by redesigning the R&T leadership development approach, ensuring deeper technical and strategic bench strength across multiple expertise areas. •Advanced internal talent development through the second deployment of the Senior Leadership Development Program, which produced strong participant feedback and actionable project outcomes. •Initiated global people initiatives—including the Global Employee Survey—to reinforce employee engagement and future recruitment strategies. | | Provide leadership to Executive Team and Company to ensure focus on delivery on our targets as a Company and as individuals | •Took direct, hands-on leadership to address underperformance in relevant business segments, implementing organizational changes, margin improvement actions, and strengthened accountability. •Guided the company through significant operational challenges while maintaining focus on safety, compliance, and disciplined execution across all business units. •Reinforced a culture of operational rigor and strategic alignment by setting clear expectations, increasing involvement in business details, and driving commitment to margin recovery and 2026 performance goals. |
Change for 2025
| Mr. Ian P. Cleminson Personal Performance Goals and Objectives | Actual Performance vs Personal Goals and Objectives Awarded Score of 46 out of 50 | | Provide lead financial support for the diligence, funding, structuring, and integration of acquisitions | •Evaluated a steady pipeline of M&A opportunities across all businesses, providing technical, strategic, and financial challenge and support to ensure disciplined bid ranges and sound decision-making. •Successfully closed and integrated the Biotechnics acquisition and led major corrective actions at QGP, including a $7M intangible write-down and FX hedge reset that generated nearly $2M in gains. |
Change for 2025
| Mr. Ian P. Cleminson Personal Performance Goals and Objectives | Actual Performance vs Personal Goals and Objectives Awarded Score of 46 out of 50 | | Oversight of SAP deployments and management of associated personnel | •Assumed Executive Sponsorship of the SAP program, conducted a full cost-effectiveness review, and prepared a Board report clarifying delays, cost visibility issues, and consultant underperformance. •Delivered successful go-lives across multiple global sites and established a new EMEA support model, while adjusting the U.S. timeline and canceling certain deployments to protect cost and business priorities. | | Ensure Finance/IT has an adequate development plan to deliver high quality next generation personnel and future leaders | •Ensured all key Finance/IT staff have development and succession plans, with direct-report succession reviewed and endorsed by the Audit Committee. •Advanced leadership capability by placing six of eight direct reports through the Senior Leadership Program and expanding development opportunities across Investor Relations, M&A, Board engagement, and functional teams. |
Change for 2025
| Dr. Ian M. McRobbie Personal Performance Goals and Objectives | Actual Performance vs Personal Goals and Objectives Awarded score of 46 out of 50 | | Develop Biotechnology processes for commercial viability | •Developed simplified, lower-cost biocatalyst activation and recovery methods. •Secured necessary approvals to initiate pilot-scale production, completing all required documentation and preparing full‐scale manufacturing pending commercial decisions. | | Develop Computational Research Toolkit | •Completed the addition of several million synthetic molecule descriptors and integrated multiple external and internal datasets, creating a uniquely comprehensive and industry-leading data factory. •Expanded predictive modelling across fuels, oilfield, polymers, and surface science, while advancing AI tools for molecule generation, retrosynthesis, and automated data extraction to accelerate R&T workflows. | | Continue to develop next generation personnel and future leaders in R&T | •Provided extensive coaching and mentoring to a broad group of emerging leaders, covering technical leadership, ethics, process safety, and strategic program development. •Established individualized development plans and broadened exposure to senior-level responsibilities, resulting in noticeable improvements in confidence, challenge, and strategic contribution from key talent. |
Change for 2025
| Mr. Corbin Barnes Personal Performance Goals and Objectives | Actual Performance vs Personal Goals and Objectives Awarded score of 46 out of 50 | | Develop and deliver a comprehensive plan to gain exposure to most of the accessible top 20 investors | •Completed eight investor conferences and Non-Deal Roadshows (NDRs) —including three in-person events—and held meetings with the majority of active shareholders. •Enhanced quarterly IR reporting with new analytics on peer-relative shareholder movements, improving investor insight without incremental cost. | | Manage all M&A prospects, enquiries and projects as they arise | •Closed the Biotechnics acquisition and maintained strong visibility across the full deal pipeline, prioritizing opportunities that are strategically meaningful and appropriately sized. •Strengthened deal discipline by reassessing several targets, while improving due-diligence processes based on lessons learned from the QGP acquisition. | | Support the CEO and CFO in all required aspects of corporate development, information gathering, and other projects and activities as determined by the CEO | •Worked closely with the CEO/CFO to diagnose root causes of underperformance in relevant business segments, quantify corrective actions, and challenge business narratives to drive accountability. •Provided strategic support across Capital Equipment Request (CER) budgeting, SHE transition, and Oilfield Services ERP planning, ensuring decisions aligned with turnaround priorities and avoided unnecessary cost or distraction. |
Change for 2025
| Mr. David B. Jones Personal Performance Goals and Objectives | Actual Performance vs Personal Goals and Objectives Awarded score of 46 out of 50 | | Continue to identify opportunities to improve the Compliance Program by using resources efficiently and effectively to revise processes, policies, and procedures to mitigate risks | •Streamlined the Compliance Program by reducing policy-review and diligence-renewal frequency, simplifying procedures, and reallocating resources toward higher-risk areas such as the marine business, while increasing targeted and in-person training across the organization. | | Manage cost of advisors and leverage experience of internal resources productively in compliance and commercial projects | •Strengthened collaboration between Legal/Compliance and business teams to shift more work in-house, reducing reliance on external advisors and improving efficiency in both commercial and compliance matters. | | Control cost of insurance renewals, while maintaining adequate coverage; consider trends and industry standards when setting coverage and rates | •Successfully completed Property, Casualty, Cyber, and Directors and Officers (D&O) renewals that maintained appropriate coverage levels while controlling premium costs and aligning decisions with market trends and industry benchmarks |
Long-Term Incentive Plans
Long-Term Incentive Plans The Compensation Committee believes that equity-based long-term incentive awards are an important element of overall compensation for the Company’s NEOs. They are designed to provide a focus on achievement of performance goals that help create long-term value for stockholders, act as retention incentives for executives and, through the ownership of Common Stock of the Company, encourage strategic decision-making that is aligned with the interests of stockholders.
Omnibus Plan
Omnibus Plan The Omnibus Plan provides for the grant of non-qualified and incentive stock options, full-value awards and cash incentive awards. Full value awards consisting of stock-settled time-based Restricted Stock Unit awards (“RSUs”) and cash and stock-settled performance-based Restricted Stock Unit awards (“PSUs”) were granted under the Omnibus Plan to the NEOs in 2025. RSUs granted under the Omnibus Plan in 2025 become vested on the third anniversary of the date of grant, subject to the participant’s continued employment except as described below. Upon vesting, shares subject to these awards are transferred to the participant’s nominated brokerage account. In the event the participant’s termination date occurs for any reason other than death, disability, retirement, or an involuntary termination without cause, any unvested awards shall be forfeited, and in the event the participant’s termination date occurs by reason of death, disability, retirement or an involuntary termination without cause, unvested awards shall be forfeited unless the Compensation Committee determines otherwise in its sole discretion. PSUs granted under the Omnibus Plan in 2025 require the achievement of specified performance criteria over a three-year performance period to vest as described below. Additionally, PSUs granted in 2025 are subject to the same three-year service vesting requirements described above for RSUs under the Omnibus Plan rules, except in certain circumstances, if a participant ceases to be employed with the Company, all unvested awards are forfeited. If the participant ceases employment by reason of death, disability, retirement, or involuntary termination without cause, all unvested awards are forfeited unless the Compensation Committee determines otherwise in its sole discretion. PSUs granted in 2025 consist of both stock-settled PSUs and cash-settled PSUs. For stock-settled PSUs, upon vesting, the number of shares equal to the number of earned stock-settled PSUs are transferred to the participant’s nominated brokerage account. For cash-settled PSUs, upon vesting, the participant shall be entitled to a cash payment equal to the number of earned cash-settled PSUs multiplied by the closing stock price of the Company on the settlement date. The criteria for PSUs made in 2025 under the Omnibus Plan, where vesting is conditional on achievement of specific performance measures, are based on relative performance of TSR versus the Comparator Group, measured over a three-year period starting with the financial year of the date of grant, the growth in sales revenue for the Company and the growth in earnings per share. Total vesting for the 2025 awards is based on the following formula:
Omnibus Plan
| Proportion of the 40% allocated to TSR Vesting | | Proportion of the 20% allocated to growth in Revenue Vesting | | Proportion of the 40% allocated to growth in EPS Vesting | | Total Vesting Percentage |
Omnibus Plan
| Performance Percentile Ranking of TSR vs. Comparator Group from 2025-2027 | Proportion of the 40% allocated to TSR vesting | | 75% | 200% | | 50% | 100% | | 25% | 50% | | Less than 25% | 0%(nil) |
Omnibus Plan
Awards vest on a straight-line interpolated basis between each threshold listed above up to the maximum percentage listed in each table. For example, a total growth in EPS of -8% versus the 2024 actual would result in 31% of the PSUs vesting. Innospec TSR performance is compared to Comparator Group companies, and its relative percentile ranking determines the corresponding payout based on the schedule displayed above, with linear interpolation determining payouts between levels listed in the table above. The grants are issued on a date set by the Compensation Committee each year. This is usually after the public announcement of annual financial results. The Compensation Committee determines the grant date to be used in advance and determines the number of RSUs and PSUs to be granted by dividing the target value for each executive (determined as described below in the Grant Policy Section) by the price of a share of stock (the stock price used is typically the closing stock price at the end of the day prior to the agreed grant date). The Committee does not consider material non-public information when determining the timing or terms of equity awards, nor do we time disclosures of material non-public information for the purpose of affecting the value of executive compensation with such awards. The RSUs and PSUs granted under the Omnibus Plan are intended to deliver an overall long-term incentive award in line with the grant policy as detailed below.
Grant Policy
| | Fair Value of Grants of RSUs and PSUs as % of base salary | | Chief Executive Officer | 250% | | Executive Officers | 110% |
Grant Policy
| Chief Executive Officer | | Executive Officers | | | Performance rating | Fair Value of Grants of RSUs and PSUs as % of base salary | Performance rating | Fair Value of Grants of RSUs and PSUs as % of base salary | | 1 | 375 | 1 | 165 | | 2 | 312.5 | 2 | 137.5 | | 3 | 250 | 3 | 110 | | 4 | 0 | 4 | 0 | | 5 | 0 | 5 | 0 |
Grant Policy
The performance of the NEOs, other than the CEO, is assessed by the CEO and the Compensation Committee. The CEO recommends a rating to the Compensation Committee. The Compensation Committee reviews these and separately assesses the performance of the CEO and makes a final recommendation on performance ratings for all Executive Officers to the full Board for approval. This provides a rigorous performance-related grant policy, in addition to the performance elements of the grants themselves. In 2025, Mr. Williams was granted long-term incentive awards at 150% of the policy levels for this role (which means that the fair value of his RSU and PSU grant amount was equal to 375% of his base salary). In the case of the other NEOs, based on the assessment of their individual performance as approved by the Committee, all except Mr. Cleminson were eligible for awards at 150% of the policy level (which means that the fair value of their RSU and PSU grant amounts was equal to 165% of their respective base salaries). To recognize Mr. Cleminson’s increased value to the CEO in his role as CFO, in 2025 the Compensation Committee increased the base policy level from 110% to 125% for his role. Therefore, the fair value of RSU and PSU grant amounts for Mr. Cleminson was equal to 187.5% of his base salary.
Grant Policy
In line with the Compensation Committee’s policy, 70% of the fair value of the awards due under the policy will be made in the form of cash-settled and stock-settled PSUs under the Omnibus Plan, with the remaining 30% made in the form of RSUs. The Compensation Committee has determined that to help manage burn rates, the level of full-value stock-settled awards in any one year should be restricted to a burn rate of no more than 1% of the Company’s stock outstanding with the balance of long-term incentives granted as cash-settled PSUs that do not impact the burn rate. In 2025, the level of RSUs and stock-settled PSUs under the policy was less than 1% of the Company’s stock outstanding.
Non-qualified Deferred Compensation Plan
Non-qualified Deferred Compensation Plan The Company offers a Non-qualified Deferred Compensation Plan (the “Deferred Plan”). The select group of highly compensated employees eligible for the Deferred Plan is designated by the Company in its sole discretion, subject to top hat requirements. Eligible participants are permitted to elect to defer up to 25% of their base salary and up to 100% of any performance-based compensation which is paid in cash. In 2025, Mr. Williams and Mr. Jones were the only NEOs eligible to participate in the Deferred Plan. The Company may make discretionary contributions in any given Deferred Plan year equal to the amount of Company contributions that would have otherwise been allocated to the participant under a qualified plan. In this case, such Company contributions are equal to the amount of the participant’s eligible profit-sharing contributions that exceed IRS employee plus employer contribution limits under the qualified plan. Additionally, the Company has complete discretion to determine each year whether to make an additional annual contribution on behalf of some or all participants in the Deferred Plan. Other discretionary employer contribution factors may include, but are not limited to, achievement of Company financial performance objectives. In 2026, Mr. Williams was credited with a discretionary Company contribution of $38,359, which accrued during fiscal year 2025. In 2026, Mr. Jones was also credited with a discretionary Company contribution of $38,359, which accrued during fiscal year 2025. The amounts deferred are credited to accounts hypothetically invested in investments selected by the participant that mirror the investment alternatives available in the Company’s qualified retirement savings plans subject to Internal Revenue Code (“IRC”) Section 401(a). Each participant in the Deferred Plan is 100% vested in that portion of their account that is attributable to employee elective deferrals. For participants receiving an employer discretionary contribution, the “3 Year Cliff” vesting schedule from the date of contribution applies.
Non-qualified Deferred Compensation Plan
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Non-qualified Deferred Compensation Plan
Distribution of a participant’s vested accounts for participants who have reached Retirement (i.e. age 50 with a minimum of five years of service) will begin within 60 days of the participant’s separation from service, pursuant to the form of payment selected (lump-sum or installments over a period not to exceed 10 years) on properly executed election forms. Vested account benefits will be paid in one lump sum to the participant’s beneficiary in the event of the participant’s death in service. A participant’s vested account benefits will be paid to the participant in one lump sum in the event of separation from service that is not a Retirement. The Deferred Plan is subject to the rules of IRC Section 409A, which restricts the timing of distributions made to specified employees. As a result, commencement of payments to any eligible NEO participating in the Deferred Plan must be delayed for at least six months after separation from service.
Employment Agreements
Employment Agreements Each of the NEOs has a rolling 12-month employment agreement with the Company. Under these agreements, the Company can terminate the agreement without cause by giving one year’s notice to the NEO. In the case of Mr. Williams, he can terminate the agreement by giving the Company one year’s notice, while the other NEOs are required to give the Company six months’ notice if they wish to terminate the agreement. The employment agreement for each of the NEOs also includes a “Change of Control” clause. This specifies that, in the event of a change of control of the Company, if the Company terminates the NEO within 12 months after the change of control, or if the NEO terminates their employment within 12 months for good reason, the NEO will be entitled to a compensation payment. If the Company terminates the employment of the NEO during this period, the payment is calculated as 24 months’ compensation, defined as base salary, bonus at target and any car allowance from the date of notice of termination. If the NEO terminates their employment for good reason during this period, the payment is calculated as 24 months’ compensation, as defined above, from the date of the change of control. In addition, under the rules of the stock option plans, all options would vest on the change of control. The NEOs are treated in the same way as other employees who hold options under the plans. A change of control is deemed to have occurred if a person or group becomes the beneficial owner of 30% or more of the combined voting power of the Company; there is a consolidation or merger and the Company is not the surviving company; the stockholders of the Company approve plans or proposals for a liquidation or dissolution of the Company or, if, following a cash offer or merger, the members of the Board cease to constitute a majority of the Board. In addition, under their employment agreement, each of the NEOs, including the CEO and the CFO, is subject to a 12-month non-solicitation period, with respect to customers and employees, and a 12-month non-compete period, from the date their employment with the Company ends.
Impact of Accounting Treatment
Impact of Accounting Treatment The Company accounts for employee stock options, RSUs, PSUs and its employee Sharesave plan in accordance with generally accepted accounting principles. For further information on stock-based compensation, see Note 18 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name & Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Compensation | Change in Pension fund value and other deferred benefits | All Other Compensation | Total | | | | (1) | | (2) | (3) | (4) | | (5) | | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Mr. Patrick S. Williams President and Chief Executive Officer | 2025 | 1,380,548 | — | 5,285,623 | — | 1,365,336 | — | 221,240 | 8,252,747 | | | 2024 | 1,380,548 | — | 5,332,447 | — | 6,293,285 | — | 210,104 | 13,216,384 | | | 2023 | 1,381,048 | — | 2,870,922 | 1,183,023 | 1,750,014 | — | 114,856 | 7,299,862 | | Mr. Ian P. Cleminson Executive Vice President and Chief Financial Officer | 2025 | 541,147 | — | 1,002,682 | — | 274,920 | — | 155,198 | 1,973,947 | | | 2024 | 497,214 | — | 872,370 | — | 1,651,894 | — | 119,653 | 3,141,131 | | | 2023 | 427,929 | — | 360,206 | 164,626 | 380,453 | — | 123107 | 1,456,321 | | Dr. Ian M. McRobbie Senior Vice President and Chief Technology Officer | 2025 | 309,649 | — | 559,179 | — | 170,250 | — | 82,120 | 1,121,198 | | | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — | | Mr. Corbin Barnes Senior Vice President, Corporate Development and Investor Relations | 2025 | 342,736 | — | 604,786 | — | 177,524 | — | 78,039 | 1,203,085 | | | 2024 | 314,188 | — | 412,699 | — | 871,242 | — | 44,533 | 1,642,662 | | | 2023 | 313,773 | — | 261,816 | 120,878 | 280,579 | — | 37,555 | 1,014,601 | | Mr. David B. Jones Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 2025 | 425,040 | — | 647,866 | — | 214,220 | — | 116,088 | 1,403,214 | | | 2024 | 349,210 | — | 484,326 | — | 930,628 | — | 113,829 | 1,877,993 | | | 2023 | 348,473 | — | 288,086 | 133,155 | 317,475 | — | 96,720 | 1,183,909 |
SUMMARY COMPENSATION TABLE
Footnotes to “Summary Compensation Table”: (1) Mr. Williams, Mr. Barnes, and Mr. Jones are paid in U.S. dollars. All the other NEOs above are paid in GB Pounds Sterling. For the purposes of the “Summary Compensation Table”, a GB Pound Sterling to U.S. Dollar exchange rate of 1.24 is used for 2023, 1.28 for 2024 and 1.31 for 2025, being the average exchange rates for the relevant year. (2) The value of the full value awards for all NEOs listed above for 2025 discloses the grant date fair value of full value awards made under the Omnibus Plan. The value of the full value awards is determined using the number of shares of stock awarded and the grant date fair value for each share awarded is calculated using the Black-Scholes model, with reference to the underlying stock price, exercise price of the awards, volatility of the Company’s stock price, risk free rate and expected dividend yield. For full value awards with additional characteristics, such as vesting criteria linked to stock market indices or stock price performance, a Monte Carlo simulation is used to model the range of potential outcomes. For further information on the assumptions underlying these grant date fair values refer to Note 18 of the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
(3) The value of the option awards for all NEOs listed above discloses the grant date fair value of options awarded under the Omnibus Plan and the grant date fair value of any cash incentive awards granted in lieu of stock option awards and full value awards as required by the terms of the grant. The value of the option awards and cash incentive awards is determined using the number of options awarded and, for the cash incentive awards, the number of units awarded, and the grant date fair value for each option or unit made in the year. The grant date fair values on Company stock options and cash incentive awards are calculated in the same way as the full value awards above. No cash incentive awards in 2025 were granted at market price. (4) The Non-Equity Incentive Compensation for all NEOs listed above, for 2024, relates to incentive compensation earned for the stated year under the MICP and the additional Long-Term Incentive Plan (“2022 LTIP”). For 2023 and 2025, the amounts listed under Non-Equity Incentive Compensation relate to incentive compensation earned under the MICP only, as no payments were due in those years under the 2022 LTIP. (5) The amounts reflected under “All Other Compensation” for 2025 are identified in the “All Other Compensation” table below. Other than where specified below, where any perquisites and personal benefits are provided to a NEO which are not generally available on a non-discriminatory basis to all employees in that business unit, their total value for any NEO was less than $10,000 in the year ended December 31, 2025.
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
| Name and Principal Position | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Plan Awards | | | All other Stock Awards: No. of Securities, Shares of stock or units | All other Options Awards: No. of Securities underlying options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | | | ($) | ($) | ($) | | | | | | ($) | ($) | | Mr. Patrick S. Williams President and Chief Executive Officer(1)(1) | 02/24/25 | — | — | — | 10,320 | 25,800 | 51,600 | — | — | — | 2,883,924 | | (2)(2) | 02/24/25 | — | — | — | — | — | — | 14,743 | — | — | 1,440,391 | | (3)(3) | 02/24/25 | — | — | — | 3,440 | 8,600 | 17,200 | — | — | — | 961,308 | | (4)(4) | — | 731,430 | 1,625,400 | 3,738,420 | — | — | — | — | — | — | — | | Mr. Ian P. Cleminson Executive Vice President and Chief Financial Officer(1)(1) | 02/24/25 | — | — | — | 2,004 | 5,009 | 10,018 | — | — | — | 559,906 | | (2)(2) | 02/24/25 | — | — | — | — | — | — | 2,862 | — | — | 279,617 | | (3)(3) | 02/24/25 | — | — | — | 668 | 1,670 | 3,340 | — | — | — | 186,673 | | (4)(4) | — | 146,109 | 324,687 | 746,782 | — | — | — | — | — | — | — | | Dr. Ian M. McRobbie Senior Vice President and Chief Technology Officer(1)(1) | 02/24/25 | — | — | — | 0 | 0 | 0 | — | — | — | 0 | | (2)(2) | 02/24/25 | — | — | — | — | — | — | 1,560 | — | — | 152,412 | | (3)(3) | 02/24/25 | — | — | — | 1,456 | 3,639 | 7,278 | — | — | — | 406,767 | | (4)(4) | — | 83,605 | 185,789 | 427,316 | — | — | — | — | — | — | — | | Mr. Corbin Barnes Senior Vice President, Corporate Development and Investor Relations(1)(1) | 02/24/25 | — | — | — | 1,181 | 2,952 | 5,904 | — | — | — | 329,975 | | (2)(2) | 02/24/25 | — | — | — | — | — | — | 1,687 | — | — | 164,820 | | (3)(3) | 02/24/25 | — | — | — | 394 | 984 | 1,968 | — | — | — | 109,992 | | (4)(4) | — | 95,102 | 276,853 | 636,763 | — | — | — | — | — | — | — | | Mr. David B Jones Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary(1)(1) | 02/24/25 | — | — | — | 1,425 | 3,562 | 7,124 | — | — | — | 398,160 | | (2)(2) | 02/24/25 | — | — | — | — | — | — | 2,036 | — | — | 198,917 | | (3)(3) | 02/24/25 | — | — | — | 475 | 1,187 | 2,374 | — | — | — | 132,683 | | (4)(4) | — | 114,760 | 255,024 | 586,555 | — | — | — | — | — | — | — |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
Footnotes to “Grants of Plan-Based Awards” table: (1)Full Value awards, with vesting dependent on achievement of performance measures, issued under the Omnibus Plan (2)Restricted Stock awards, issued under the Omnibus Plan (3)Cash incentive awards granted at zero cost with payout equal to the number of units that become vested, multiplied by the fair market value of a share, with vesting dependent on achievement of performance measures, issued under the Omnibus Plan (4)Estimated pay-outs under the MICP •Details of the grant policy and performance criteria for the awards made in 2025 are covered earlier in the Compensation Discussion and Analysis. •The All Other Stock Awards column in the “Grants of Plan-Based Awards” table details the following types of awards made under the Omnibus Plan:
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
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GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
Restricted Stock awards. Restricted Stock awards are detailed under “All Other Stock Awards” in the rows labelled (2). The grant date fair value for these awards granted at zero cost has been determined using the fair value of the Company’s stock on date of grant. •The Estimated Future Pay-Outs Under Equity Awards column in the “Grants of Plan-Based Awards” table details the following types of awards made under the Omnibus Plan: Full Value awards. Full value awards were granted at zero cost, i.e. with an exercise price of zero and normally vest after three years, provided that specified performance criteria are achieved as set by the Compensation Committee. The full value awards are detailed under “Estimated Future pay-outs under Equity Plan Awards” in the row labelled (1). Cash Incentive Awards granted at zero cost. Cash incentive awards were also made in the form of units with payout equal to the number of units that become vested multiplied by the fair market value of a share, and normally vest after three years, subject to achievement of performance criteria set by the Compensation Committee. Cash Incentive Awards granted at zero cost are detailed under “Estimated Future Pay-outs under Equity Incentive Plan Awards” in the rows under the grant date labelled (3) in the table above. In 2025, the relative weighting and performance criteria for both the full value awards and the cash incentive awards granted at zero costs detailed in the rows labelled (1) and (3) were: •40% weighting on the relative performance of the Company’s Total Stockholder Return versus the average Total Stockholder Return of the compensation peer group. The threshold level is set at 25% of the average peer group performance over three years, in which case 50% of the full value awards and cash incentive awards granted at zero cost will vest. The target level is set at 50% of the peer group average performance, in which case 100% of the full value awards and cash incentive awards granted at zero cost will vest and the maximum level is set at 75% of the peer group average performance, in which case 200% of all the granted full value awards and cash incentive awards granted at zero cost will vest •20% weighting on the compound increase per annum in sales revenue. The threshold level is set at a total growth of -10% versus the 2024 actual figure, in which case 50% of the full value awards and cash incentive awards granted at zero cost will vest. The target level is set at a total growth of 10% versus the 2024 actual figure, in which case 100% of the full value awards and cash incentive awards granted at zero cost will vest and the maximum level is set at a total growth of 30% versus the 2024 actual figure, in which case 200% of the granted full value awards and cash incentive awards granted at zero cost will vest •40% weighting on the compound increase per annum in earnings per share (“EPS”). The threshold level is set at a total growth of -10% versus the 2024 actual figure, in which case 25% of the full value awards and cash incentive awards granted at zero cost will vest. The target level is set at a total growth of 15% versus the 2024 actual figure, in which case 100% of the full value awards and cash incentive awards granted at zero cost will vest and the maximum level is set at a total growth of 55% versus the 2024 actual figure in which case 200% of the full value awards and cash incentive awards granted at zero cost will vest MICP. Payment under the MICP is based on achievement of pre-determined financial goals and personal objectives set by the Board each year. The threshold level is set at 80% achievement of the financial goals, and the target payment is earned for 100% achievement of the financial goals. The maximum payment is earned for 130% achievement of the financial goals. The potential awards for 2025 are detailed in the table in the row under the grant date heading labelled (4). As this is an annual non-equity incentive plan, no grant date is disclosed.
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
| | | 79 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
| | | | Option Awards | | | | | | Stock Awards | | | | | | Name and Principal Position | | | Number of Securities Underlying Unexercised Options Exercisable ($) | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plans Awards: Number of Securities Underlying Unexercisable ($) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Number of Shares, Units or Other Rights That Have Vested and are Exercisable | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Shares, Units or Other Rights That Have Vested | | | | | | | | | ($) | ($) | | | | | | | Mr. Patrick S. Williams President and Chief Executive Officer | 4 | 7 | 1,377 | | | 99.68 | 21/02/2032 | | | | | | | | | 4 | 8 | | 1,326 | | 109.42 | 27/02/2033 | | | | | | | | | 1 | 7 | 4,131 | | | 99.68 | 21/02/2032 | | | | | | | | | 1 | 8 | | 3,979 | | 109.42 | 27/02/2033 | | | | | | | | | 3 | 8 | | | | 0.00 | 15/03/2027 | | | 9,726 | | 749,291 | | | | 3 | 9 | | | | 0.00 | 26/02/2027 | | | 7,126 | | 548,987 | | | | 3 | 10 | | | | 0.00 | 24/02/2028 | | | 8,600 | | 662,544 | | | | 2 | 8 | | | | 0.00 | 27/02/2026 | | | 29,179 | | 2,247,950 | | | | 2 | 9 | | | | 0.00 | 26/02/2027 | | | 21,378 | | 1,646,961 | | | | 2 | 10 | | | | 0.00 | 24/02/2028 | | | 25,800 | | 1,987,632 | | | | 2 | 9 | | | | 0.00 | 26/02/2027 | 12,216 | 941,121 | | | | | | | 2 | 10 | | | | 0.00 | 24/02/2028 | 14,743 | 1,135,801 | | | | | | Mr. Ian P Cleminson Executive Vice President and Chief Financial Officer | 4 | 7 | 317 | | | 99.68 | 21/02/2032 | | | | | | | | | 4 | 8 | | 271 | | 109.42 | 27/02/2033 | | | | | | | | | 1 | 7 | 950 | | | 99.68 | 21/02/2032 | | | | | | | | | 1 | 8 | | 814 | | 109.42 | 27/02/2033 | | | | | | | | | 3 | 7 | | | | 0.00 | 21/02/2032 | | | 1,425 | | 109,782 | | | | 3 | 8 | | | | 0.00 | 27/02/2033 | | | 1,220 | | 93,989 | | | | 3 | 9 | | | | 0.00 | 26/02/2027 | | | 1,166 | | 89,829 | | | | 2 | 10 | | | | 0.00 | 24/02/2028 | | | 1,670 | | 128,657 | | | | 2 | 8 | | | | 0.00 | 27/02/2026 | | | 3,661 | | 282,043 | | | | 2 | 9 | | | | 0.00 | 26/02/2027 | | | 3,497 | | 269,409 | | | | 2 | 10 | | | | 0.00 | 24/02/2028 | | | 5,009 | | 385,893 | | | | 2 | 9 | | | | 0.00 | 26/02/2027 | 1,999 | 154,003 | | | | | | | 2 | 10 | | | | 0.00 | 24/02/2028 | 2,862 | 220,488 | | | | | | Dr. Ian M. McRobbie Senior Vice President and Chief Technology Officer | 5 | 11 | 950 | | | 70.60 | 21/02/2027 | | | | | | | | | 5 | 12 | 1,138 | | | 68.20 | 20/02/2028 | | | | | | | | | 4 | 13 | 919 | | | 81.07 | 25/02/2029 | | | | | | | | | 4 | 14 | 789 | | | 95.70 | 24/02/2030 | | | | | | | | | 4 | 15 | 842 | | | 99.85 | 24/02/2031 | | | | | | | | | 4 | 7 | 842 | | | 99.68 | 21/02/2032 | | | | | | | | | 4 | 8 | | 700 | | 109.42 | 27/02/2033 | | | | | | | | | 6 | 16 | 274 | | | 75.71 | 19/03/2026 | | | | | | | | | 3 | 17 | | | | 0.00 | 12/01/2031 | | | | 1,448 | | 111,554 | | | 3 | 7 | | | | 0.00 | 21/02/2032 | | | | 3,791 | | 292,059 | | | 3 | 8 | | | | 0.00 | 27/02/2033 | | | 3,148 | | 242,522 | | | | 3 | 9 | | | | 0.00 | 26/02/2027 | | | 2,991 | | 230,427 | | | | 3 | 10 | | | | 0.00 | 24/02/2028 | | | 3,639 | | 280,349 | | | | 2 | 9 | | | | 0.00 | 26/02/2027 | 1,306 | 100,614 | | | | | | | 2 | 10 | | | | 0.00 | 24/02/2028 | 1,687 | 129,966 | | | | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
| | | 80 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
| | | | Option Awards | | | | | | Stock Awards | | | | | | Name and Principal Position | | | Number of Securities Underlying Unexercised Options Exercisable ($) | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plans Awards: Number of Securities Underlying Unexercisable ($) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Number of Shares, Units or Other Rights That Have Vested and are Exercisable | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Shares, Units or Other Rights That Have Vested | | | | | | | | | ($) | ($) | | | | | | | Mr. Corbin Barnes Senior Vice President, Corporate Development and Investor Relations | 1 | 8 | | 591 | | 109.42 | 27/02/2033 | | | | | | | | | 4 | 8 | | 197 | | 109.42 | 27/02/2033 | | | | | | | | | 3 | 8 | | | | 0.00 | 15/03/2027 | | | 886 | | 68,257 | | | | 3 | 9 | | | | 0.00 | 26/02/2027 | | | 762 | | 58,704 | | | | 3 | 10 | | | | 0.00 | 24/02/2028 | | | 984 | | 75,807 | | | | 2 | 8 | | | | 0.00 | 27/02/2026 | | | 2,661 | | 205,003 | | | | 2 | 9 | | | | 0.00 | 26/02/2027 | | | 2,286 | | 176,113 | | | | 2 | 10 | | | | 0.00 | 24/02/2028 | | | 2,952 | | 227,422 | | | | 2 | 9 | | | | 0.00 | 26/02/2027 | 1,306 | 100,614 | | | | | | | 2 | 10 | | | | 0.00 | 24/02/2028 | 1,687 | 129,966 | | | | | | Mr. David B. Jones Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 4 | 7 | | 229 | | 99.68 | 21/02/2032 | | | | | | | | | 4 | 8 | | 217 | | 109.42 | 27/02/2033 | | | | | | | | | 1 | 7 | | 687 | | 99.68 | 21/02/2032 | | | | | | | | | 1 | 8 | | 651 | | 109.42 | 27/02/2033 | | | | | | | | | 3 | 8 | | | | 0.00 | 15/03/2027 | | | 976 | | 75,191 | | | | 3 | 9 | | | | 0.00 | 26/02/2027 | | | 894 | | 68,874 | | | | 3 | 10 | | | | 0.00 | 24/02/2028 | | | 1,187 | | 91,446 | | | | 2 | 8 | | | | 0.00 | 27/02/2026 | | | 2,928 | | 225,573 | | | | 2 | 9 | | | | 0.00 | 26/02/2027 | | | 2,683 | | 206,698 | | | | 2 | 10 | | | | 0.00 | 24/02/2028 | | | 3,562 | | 274,416 | | | | 2 | 9 | | | | 0.00 | 26/02/2027 | 1,533 | 118,102 | | | | | | | 2 | 10 | | | | 0.00 | 24/02/2028 | 2,036 | 156,853 | | | | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
Footnotes to “Outstanding Equity Awards at Fiscal Year End 2025” table: (1)Options issued under the Omnibus Plan. Option awards under the Omnibus Plan which are not exercisable are detailed in the column headed “Number of Securities Underlying Unexercised Options Unexercisable” and those which are exercisable are detailed in the column headed “Number of Securities Underlying Unexercised Options Exercisable” (2)Full Value Awards and Restricted Stock Units issued under the Omnibus Plan. The number of Full Value shares awarded is detailed in the column headed “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” and the market value of these awards is detailed in the column headed “Equity Incentive Plan Awards: Market or Pay-out Value of Unearned Shares, Units or Other Rights That Have Not Vested”, using the 2025 year-end share price of $76.54 as an indication. The number of Restricted Stock Units is detailed in the column headed “Number of Shares or Units of Stock That Have Not Vested” and the market value of these awards is detailed in the column headed “Market Value of Shares or Units of Stock That Have not Vested”, using the 2025 year-end share price of $76.54 as an indication. (3)Cash Incentive Awards granted at zero cost issued under the Omnibus Plan. Cash Incentive awards under the Omnibus Plan which are not exercisable are detailed in the column headed “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” and the market value of these awards is detailed in the column headed “Equity Incentive Plan Awards: Market or Pay-out Value of Unearned Shares,
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
| | | 81 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
Units or Other Rights That Have Not Vested”, using the 2025-year-end share price of $76.54 as an indication. Cash Incentive awards under the Omnibus Plan which are exercisable are detailed in the column headed “Equity Incentive Plan Awards: Number of Shares, Units or Other Rights That Have Vested and are Exercisable”. Market or Pay-out Value of Shares, Units or Other Rights That Have Vested use the 2025-year-end share price of $76.54 as an indication. (4)Cash Incentive Awards granted at market price issued under the Omnibus Plan. Cash Incentive Awards granted at market price which are not exercisable are detailed in the column headed “Number of Securities Underlying Unexercised Options Unexercisable” and those which are exercisable are detailed in the column headed “Number of Securities Underlying Unexercised Options Exercisable” (5)SEUs issued under the CSOP. These are detailed in the column headed “Number of Securities Underlying Unexercised Options Exercisable” (6)Options issued under the ShareSave plan to non-US participants. These are detailed in the column headed “Number of Securities Underlying Unexercised Options Exercisable” (7)Omnibus Full Value Awards, Options and Cash Incentive Awards have vesting date of February 21, 2025 (8)Omnibus Full Value Awards, Options and Cash Incentive Awards have vesting date of February 27, 2026 (9)Omnibus Full Value Awards, Cash Incentive Awards and Restricted Stock Units have vesting date of February 26, 2027 (10)Omnibus Full Value Awards, Cash Incentive Awards and Restricted Stock Units have vesting date of February 24, 2028 (11)SEUs issued under the CSOP vested on February 21, 2020 (12)SEUs issued under the CSOP vested on February 20, 2021 (13)Omnibus Full Value Awards, Options and Cash Incentive Awards vested on February 25, 2022 (14)Omnibus Full Value Awards, Options and Cash Incentive Awards vested on February 24, 2023 (15)Omnibus Full Value Awards, Options and Cash Incentive Awards vested on February 22, 2024 (16)Options issued under the ShareSave plan to non-US participants vested on November 1, 2025 (17)Additional Cash Incentive Awards vested on December 1, 2022 With respect to non-vested or unearned performance based stock options, full value awards, cash incentive awards and SEUs, the number of shares, cash incentive awards and SEUs reported as of December 31, 2025 in the table is based on target performance achieved for each performance goal in the previous fiscal year (2025). The market value of any shares which have not vested is calculated using the year-end stock price of $76.54 as an indication.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
| | | 82 |
OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2025
OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2025 The following table provides information for the NEOs on exercises of stock options and cash-based awards, which were granted as SEUs during the fiscal year 2025, including the number of shares or SEUs acquired on exercise or transfer and the value realized.
OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2025
| Name and Principal Position | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Exercise | | | | ($) | | ($) | | Mr. Patrick S. Williams(1) | — | — | 10,097 | 1,001,319 | | President and Chief(4) | 30,292 | 3,140,069 | — | — | | Executive Officer | | | | | | Mr. Ian P. Cleminson(4) | 4,275 | 431,690 | — | 0 | | Executive Vice President and | — | — | — | 0 | | Chief Financial Officer | — | — | — | 0 | | Dr. Ian M. McRobbie | — | — | — | 0 | | Senior Vice President and Chief Technology Officer | — | — | — | 0 | | Mr. Corbin Barnes(1) | — | — | 897 | 92,714 | | Senior Vice President, Corporate Development and(2) | — | — | 200 | 736 | | Chief Technology Officer(3) | — | — | 598 | 2,021 | | (4) | 2,000 | 183,060 | — | 0 | | (4) | 2,692 | 278,084 | — | 0 | | Mr. David B. Jones(1) | — | — | 1,030 | 105,050 | | Senior Vice President, General Counsel, Chief(4) | 3,091 | 319,300 | — | 0 | | Compliance Officer and Corporate Secretary | | | | |
OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2025
Footnotes to the “Option Exercises and Stock Vested during Fiscal 2025” table: (1)Cash incentive awards exercised which were issued at zero cost under the Omnibus Plan (2)Cash incentive awards exercised which were issued at market price under the Omnibus Plan (3)Options exercised which were issued under the Omnibus Plan (4)Full Value awards transferred which were issued under the Omnibus Plan The aggregate dollar amount realized on exercise of option awards, SEUs and matching shares was computed by calculating the closing price of all underlying common stock on the date of exercise or transfer, less the exercise price of the option, multiplied by the number of shares underlying the options or SEUs exercised, or stock transferred.
OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2025
| | | 83 |
NON-QUALIFIED DEFERRED COMPENSATION
NON-QUALIFIED DEFERRED COMPENSATION The following table provides information regarding The Innospec Inc. Nonqualified Deferred Compensation Plan during fiscal year 2025. In 2025, Mr. Williams, Mr. Jones, and Mr. Barnes were the only NEOs eligible to participate in the Deferred Plan. Mr. Barnes chose not to participate in the Plan in 2025. More information on the plan is provided in the Compensation Discussion and Analysis section of the Proxy under the section headed “Non-qualified Deferred Compensation Plan”.
NON-QUALIFIED DEFERRED COMPENSATION
| | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year | Aggregate Earnings (Losses) in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at end of last Fiscal Year 2023 | | | (1) | (2) | (3) | (4) | (5) | | | ($) | ($) | ($) | ($) | ($) | | Mr. Patrick S. Williams | | | | | | | President and Chief Executive Officer | — | 37,998 | 27,378 | — | 221,347 | | Mr. David B. Jones | | | | | | | Senior Vice President, General Counsel, Chief Compliance | 25,040 | 37,998 | 28,144 | — | 187,306 | | Officer and Corporate Secretary | | | | | |
Footnotes to the “Non-qualified Deferred Compensation” table
Footnotes to the “Non-qualified Deferred Compensation” table (1)These amounts, if any, are included in the Summary Compensation Table in the “Salary” and “Non-Equity Incentive Compensation” columns for 2025. Mr. Williams did not make any contributions into the Deferred Compensation plan in 2025. (2)The amounts disclosed for Mr. Williams and Mr. Jones include employer elective deferrals of $37,998 for both, which accrued during fiscal year 2025 and credited to their accounts in 2026. These amounts are included in the Summary Compensation Table in the “All Other Compensation” column for 2025. (3)These amounts are not included in the Summary Compensation Table because Plan earnings were not preferential or above market. (4)Withdrawal and distribution amounts, if any, are not included in the Summary Compensation Table because these are pay-outs of prior years’ earnings and contributions. There were no withdrawals or distributions in 2025. (5)These amounts are as of December 31, 2025, and do not take into account the amounts in the “Registrant Contributions in Last Fiscal Year” column in the table above that were accrued during fiscal year 2025 but were credited to Mr. Williams’s and Mr. Jones’s accounts in 2026 as detailed above.
Footnotes to the “Non-qualified Deferred Compensation” table
| | | 84 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (CAP), as defined in Item 402(v), and performance.
PAY VERSUS PERFORMANCE
| Year (a) | Summary Compensation Table Total for Principal Executive Officer (PEO) (b)(1) | Compensation Actually Paid to PEO(2)(3) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) (d) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions)(5) (h) | Corporate Operating Income(6) (millions) (i) | | | | | | | Total Shareholder Return (f) | Peer Group Total Shareholder Return(4) (g) | | | | 2025 | $8,253,108 | $5,503,148 | $1,425,451 | $1,109,140 | $91 | $109 | $116.6 | $151.8 | | 2024 | $13,216,384 | $11,169,734 | $2,282,244 | $2,148,332 | $128 | $108 | $35.6 | $209.4 | | 2023 | $7,299,862 | $10,144,030 | $1,253,550 | $1,604,203 | $141 | $110 | $139.1 | $182.1 | | 2022 | $7,888,489 | $11,227,698 | $1,375,137 | $1,771,361 | $116 | $96 | $133.0 | $213.3 | | 2021 | $9,897,900 | $6,603,590 | $1,668,578 | $1,305,876 | $101 | $128 | $93.1 | $131.2 |
PAY VERSUS PERFORMANCE
(1)The PEO listed for 2021, 2022, 2023, 2024, and 2025 is Patrick S. Williams. The Non-PEO remaining NEOs for 2025 are Ian P. Cleminson, Ian M. McRobbie, Corbin Barnes, and David B. Jones. The Non-PEO remaining NEOs for 2023 and 2024 are Ian P. Cleminson, Philip J. Boon, Corbin Barnes, and David B. Jones. The Non-PEO remaining NEOs for 2021 and 2022 are Ian P. Cleminson, Philip J. Boon, Ian M. McRobbie, and David B. Jones. (2)The following adjustments relating to equity awards were made to total compensation for 2025 to determine CAP:
PAY VERSUS PERFORMANCE
| Year | Value of Equity Awards Disclosed in the Summary Compensation Table | Year End Value of Equity Awards Granted During the Covered Year | Change in Fair Value from Prior Year End Fair Value of Outstanding and Unvested Equity Awards | Change in Fair Value from Prior Year End Fair Value of Awards Granted in Prior Years Vesting During the Covered Year | Total Equity Award Adjustments | | 2025 PEO | ($5,285,623) | $4,394,222 | ($1,734,947) | ($123,611) | ($2,749,960) | | 2025 Average Non-PEO NEOs | ($703,628) | $606,870 | ($195,422) | ($24,132) | ($316,312) |
PAY VERSUS PERFORMANCE
(a) The valuation methodologies used to calculate fair values for each measurement date do not materially differ from those used at the time of grant of each respective award. (3)For 2025, no adjustments were made relating to defined benefit and pension plans to determine CAP. (4)Represents the cumulative TSR for the S&P Composite 1500 Specialty Chemicals Index, as disclosed by Innospec for the purposes of Item 201(e) of Regulation S-K. (5)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year (GAAP Net Income). (6)Corporate Operating Income is the financial performance measure used by the Company in the most recently completed fiscal year to link CAP to the Company’s performance. Corporate Operating Income is calculated from GAAP Operating Income adjusted to exclude certain one-time/nonrecurring costs that are not reflective of the Company’s underlying operations, as further described in the Compensation Discussion and Analysis.
PAY VERSUS PERFORMANCE
| | | 87 |
PAY VERSUS PERFORMANCE
Analysis of the Information Presented in the Pay versus Performance Table The graphics below depict the relationship between CAP and Company TSR, S&P Composite 1500 Specialty Chemicals Index TSR (referred to as the “peer group TSR” for purposes of 402(v)), and financial performance. Tabular List of Financial Performance Measures The most important financial performance measures used by the Company to link executive CAP to the Company’s PEO and NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: •Corporate Operating Income •EPS •Cash Flow •Revenue •Relative TSR
PAY VERSUS PERFORMANCE
| | | 88 |
PAY VERSUS PERFORMANCE
Pay Ratio Disclosure In line with the SEC disclosure requirements, the Company has determined the ratio of the total annual compensation of Mr. Williams, CEO, to the total annual compensation of the median employee for 2023, the last completed fiscal year. In 2025, the total annual compensation of the CEO was $8,253,108. The total annual compensation of the median employee was $104,479. As a result, for 2025, the ratio of the CEO’s total annual compensation to the total annual compensation of the median employee was approximately 79 to 1. The median employee was identified by examining compensation information derived from payroll records for all employees, excluding the CEO, who was employed by the Company on November 1, 2023. As of such date, the Company employed approximately 2,100 people, with around 720 of these employees located in the United States and around 1,380 located outside the United States. All employees were included, whether employed on a full-time, part-time, temporary, or seasonal basis. In identifying the median employee, the Company selected actual cash compensation for the 12-month period ending December 31, 2022 as the most appropriate measure of compensation, as there has been no change in the employee population or compensation arrangements that would have resulted in a significant change in the pay distribution to the workforce. Cash compensation was defined as base salary (for salaried employees), wages (for hourly employees), bonus and incentive payments earned in 2022, and any cash allowances including shift allowance, car allowance and responsibility allowance, but excluding any payments relating to stock-based incentives. In the cases where an individual was employed on November 1, 2023, but had not been employed in 2022, the 2022 compensation of an employee in a similar role and location was used as an estimate. In the cases where a full time or part time permanent employee was not employed by the Company for all of 2022, the compensation was annualized. Compensation was not analyzed for any temporary or seasonal workers. This measure was consistently applied to all employees included in the calculation. To determine the annual total compensation of the CEO, we used the amount reported in the “Total” column of the Summary Compensation Table in this Proxy Statement, which includes salary, stock and option awards, bonus, change in pension value, and all other compensation. The median employee’s total annual compensation for 2025 was calculated in accordance with the same requirements applicable to the CEO’s compensation as reported in the Summary Compensation Table and that number was used to calculate the ratio of the CEO’s pay to that of the median employee. The SEC rules requiring pay ratio disclosure allow companies to exercise a significant amount of flexibility in making the determination as to who is the median employee and do not mandate that each company use the same method. We believe that the pay ratio above is a reasonable estimate calculated in a manner consistent with the SEC rules. However, the total annual compensation of our median employee is unique to that person and is not necessarily a good indicator of the total annual compensation of any of the other employees of the Company, and it is not comparable to the annual total compensation of employees at other companies. Similarly, we would not expect that the ratio of the CEO’s total annual compensation to that of the median employee to be a number that can be compared to the ratio determined by other companies in any meaningful fashion.

DEF 14A of Innospec Inc.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Identifying and Evaluating Nominees for Director

Identifying and Evaluating Nominees for Director

Identifying and Evaluating Nominees for Director

Identifying and Evaluating Nominees for Director

Identifying and Evaluating Nominees for Director

Identifying and Evaluating Nominees for Director

PROPOSAL 1 – ELECTION OF TWO CLASS I DIRECTORS

PROPOSAL 1 – ELECTION OF TWO CLASS I DIRECTORS

PROPOSAL 1 – ELECTION OF TWO CLASS I DIRECTORS

PROPOSAL 1 – ELECTION OF TWO CLASS I DIRECTORS

PROPOSAL 1 – ELECTION OF TWO CLASS I DIRECTORS

PROPOSAL 1 – ELECTION OF TWO CLASS I DIRECTORS

Director Biographies

Class I Directors

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Class I Directors

Class I Directors

Class I Directors

Class I Directors

Class I Directors

Class I Directors

Class I Directors

Class II Directors

Class II Directors

Class II Directors

Class II Directors

Class II Directors

Class II Directors

Class II Directors

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Class II Directors

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Class III Directors

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Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION FOR FISCAL 2025

DIRECTOR COMPENSATION FOR FISCAL 2025

DIRECTOR COMPENSATION FOR FISCAL 2025

DIRECTOR COMPENSATION FOR FISCAL 2025

DIRECTOR COMPENSATION FOR FISCAL 2025

DIRECTOR COMPENSATION FOR FISCAL 2025

DIRECTOR COMPENSATION FOR FISCAL 2025

DIRECTOR COMPENSATION FOR FISCAL 2025

Basic Compensation Practices

Compensation Elements and Performance Metrics

Compensation Elements and Performance Metrics

Compensation Elements and Performance Metrics

Compensation Elements and Performance Metrics

Role of the Compensation Committee

Role of the Compensation Consultant

Competitive Market

Competitive Market

Competitive Market

Annual Incentives

Change for 2025

Change for 2025

Change for 2025

Change for 2025

Change for 2025

Change for 2025

Change for 2025